Print Page     Close Window     

SEC Filings

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

Convertible Note Agreement | AC Immune SA, 11 December 201812/23

theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under the Note, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.


8.Events of Default


8.1.Events of default


Each of the events set out in this Section is an “Event of Default” (whether or not caused by reason whatsoever outside the control of the Borrower):


a)the Borrower ceases or suspends generally the payment of its debts, or becomes incapable of paying its debts, or seek a moratorium regarding any of the indebtedness of the Company;


b)the Borrower’s failure to pay any amount of principal when due, or within ten Business Days after the same becomes due, any interest on any Loan or any fees or expenses due and payable under this Note Agreement;


c)any representation or warranty made by the Borrower under this Agreement proves to have been untrue in any material respect;


d)the Borrower’s failure to observe and adhere to any material terms of this Agreement other than a failure under Section 8.1(‎a), (‎b), (‎c) or (‎g) and such failure continues for a period of 10 days;


e)an event of default occurs under the Borrower’s credit agreements or other agreements with any of its senior lenders or other third party lenders that is not cured within the applicable cure periods provided in such agreements;


f)the Borrower’s senior lenders or other third party lenders shall have accelerated the loans, debentures, bonds, notes or guarantees or any other obligations outstanding over an amount of at least CHF 10’000’000.00 under its credit facilities or other agreements with the Borrower;


g)the Company takes any action for the winding-up, dissolution, bankruptcy or similar proceedings against the Company, including the presentation or filing of a petition (whether by Borrower itself or by any other person) alleging or for the bankruptcy, winding-up or insolvency of Borrower (or any analogous proceeding) or seeking any reorganization, arrangement, composition, re-adjustment, administration,



© AC Immune 2015