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SEC Filings

AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document

Convertible Note Agreement | AC Immune SA, 11 December 201810/23

Company or the Company’s transfer agent of a request to remove any restrictive and other legend from such Note or Conversion Shares, cause the transfer agent to remove such legend from such Notes or Conversion Shares and make the corresponding book entry adjustments.


m)During the period commencing on and including the effective date of this agreement and continuing through and including the date on which the Conversion Shares are issued to the Lender following Conversion or the Loan is otherwise repaid in full (such period, as extended as described below, being referred to herein as the “Lock- up Period”), the Company will not, without the prior written consent of the Lender (which consent may be withheld in its reasonable discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of any Shares or Related Securities; (vi) file any registration statement under the Securities Act in respect of any Shares or Related Securities; or (vii) publicly announce the intention to do any of the foregoing. Notwithstanding anything to the contrary, the restrictions described in the preceding sentence shall not apply to (A) the transactions contemplated hereby, (B) the issuance of Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Company’s SEC Documents and Articles of Association as currently in force, or (C) the filing of a post-effective amendment to the registration statement on Form F-3 of the Company with the U.S. Securities and Exchange Commission pursuant to a notice of exercise of registration rights by dievini Hopp BioTech Holding GmbH & Co. per the terms of the Registration Rights Agreement dated as of October 23, 2015 by and among the Company and the shareholders party thereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.


6.2.Representations and Warranties by the Lender


The Lender represents and warrants the following:


a)The Lender has been duly incorporated and is validly existing under the laws of the state of Indiana.



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